Company No:
Contents
| DIRECTORS | Carl Irving Dickinson |
| Anne Margaret Glover | |
| Hermann Maria Hauser |
| SECRETARY | Carl Irving Dickinson |
| REGISTERED OFFICE | 50 Lothian Road |
| Edinburgh | |
| EH3 9WJ | |
| United Kingdom |
| COMPANY NUMBER | SC177998 (Scotland) |
| AUDITOR | Deloitte LLP |
| Statutory Auditor | |
| 110 Queen Street | |
| Glasgow | |
| G1 3BX | |
| United Kingdom |
The directors present their annual report and the audited financial statements of the Company for the financial year ended 31 March 2025.
PRINCIPAL ACTIVITIES
The Company’s principal activity is to act as an intermediary between the general partners (Amadeus II General Partner LP, Amadeus III General Partner LP, Amadeus and Angels Seed General Partner LP, Amadeus EII General Partner LP, Amadeus HI General Partner LP, Amadeus IV Digital Prosperity General Partner LP, Amadeus TI General Partner LP, Amadeus IV ES General Partner LP, Amadeus RSEF General Partner LP, Amadeus IV Velocity GP LP, Amadeus EIII General Partner LP, Amadeus GI General Partner LP, Amadeus V Technology Fund General Partner LP, Amadeus EIV-S General Partner LP, Amadeus HII-S General Partner LP, Amadeus NI-S General Partner LP and Amadeus BI General Partner LP) and the manager (Amadeus Capital Partners Limited) of the Amadeus II, III, Amadeus and Angels Seed Fund, Amadeus Ell, Amadeus HI, Amadeus IV Digital Prosperity, Amadeus TI, Amadeus IV Early Stage Fund, Amadeus RSEF, Amadeus IV Velocity, Amadeus EIII, Amadeus GI, Amadeus V Technology, Amadeus VI Technology Fund LP, Amadeus EIV-S, Amadeus HII-S, Amadeus NI-S, Amadeus VI Technology Fund General Partner LP and Amadeus BI investment funds.
The Company receives a profit share or, in the absence of profits, an equivalent amount from the general partners in respect of the investment funds out of which management fees are payable to Amadeus Capital Partners Limited. The management fees were imposed from the commencement of Amadeus II on 22 May 2000, Amadeus III on 2 December 2005, Amadeus and Angels Seed Fund on 6 October 2006, Amadeus EII, on 21 September 2011, Amadeus HI LP on 8 January 2013, Amadeus IV Digital Prosperity LP on 1 July 2013, Amadeus TI LP on 22 January 2016, Amadeus IV Early Stage Fund LP on 20 December 2013, Amadeus RSEF on 25 November 2013, Amadeus IV Velocity Fund LP on 1 May 2014, Amadeus EIII on 10 June 2015, Amadeus GI LP on 13 February 2019, Amadeus V Technology Fund LP on 10 September 2018, Amadeus EIV-S LP on 12 November 2020, Amadeus HII-S LP on 13 November 2020, Amadeus NI-S LP on 12 November 2020, Amadeus BI LP on 24 March 2021 and Amadeus VI Technology Fund LP on 22 December 2023.
GOING CONCERN
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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DIRECTORS' INDEMNITIES
AUDITOR
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
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Anne Margaret Glover
Director |
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that financial period.
In preparing these financial statements, the directors are required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Amadeus General Partner Limited (the ‘Company’):
* give a true and fair view of the state of the Company’s affairs as at 31 March 2025 and of its profit for the year then ended;
* have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
* have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
* the profit and loss account;
* the balance sheet;
* the statement of changes in equity; and
* the related notes 1 to 8.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
* The information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The directors’ report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors’ report.
Matters on which we are required to report by exception
* adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
* the financial statements are not in agreement with the accounting records and returns; or
* certain disclosures of directors’ remuneration specified by law are not made; or
* we have not received all the information and explanations we require for our audit.
* the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.
We have nothing to report in respect of these matters.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Statutory Auditor
Glasgow
G1 3BX
United Kingdom
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| Debtors | 4 |
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| Cash at bank and in hand |
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| Creditors: amounts falling due within one year | 5 | (
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| Net current assets | 4,864,805 | 4,855,108 | ||
| Total assets less current liabilities | 4,864,805 | 4,855,108 | ||
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The financial statements of Amadeus General Partner Limited (registered number:
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Anne Margaret Glover
Director |
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| Profit for the financial year |
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Amadeus General Partner Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is 50 Lothian Road, Edinburgh, EH3 9WJ, United Kingdom.
The principal activities are set out in the Directors Report.
The financial statements have been prepared under the historical cost convention, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The functional currency of Amadeus General Partner Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates and is rounded to the nearest £.
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The Company’s day to day working capital is funded through the receipt of management fees which are ordinarily based on the level of funds invested in portfolio companies within each of the funds. The directors have reviewed the cash flow, projected income and expenses over the next twelve months from the date of approval of these financial statements and have deemed that the Company has adequate resources to continue in operational existence for the above mentioned period. Thus they continue to adopt the going concern basis in preparing the financial statements.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Administrative expenses are incurred on behalf of the funds, they are recharged in line with the Limited Partnership Agreements specific to each fund. Costs are accounted for on an accruals basis.
Assets, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Non-financial assets
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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*Parent undertaking*
The Company is a wholly owned subsidiary of Amadeus Capital Partners Limited, a company incorporated in England and Wales which is the manager of the Amadeus II, Amadeus III, Amadeus and Angels Seed, Amadeus EII, Amadeus HI, Amadeus IV Digital Prosperity, Amadeus TI, Amadeus IV Early Stage, Amadeus RSEF, Amadeus IV Velocity, Amadeus EIII, Amadeus GI, Amadeus V Technology, Amadeus EIV-S, Amadeus HII-S, Amadeus NI-S, Amadeus BI, Amadeus VI Technology and Amadeus Eary Stage EIS investment funds.
*Other*
The Company is the general partner of Amadeus II General Partner LP (a Scottish limited partnership which is the general partner of Amadeus II 'A' Amadeus II 'B', Amadeus II 'C', Amadeus II `D' GmbH & Co KG and Amadeus II Affiliates Fund LP), Amadeus III General Partner LP (a Scottish Limited partnership which is the general partner of Amadeus III and Amadeus III Affiliates Fund LP), Amadeus and Angels Seed Fund General Partner LP (a Scottish Limited partnership which is the general partner of Amadeus and Angels Seed Fund), Amadeus EII General Partner LP (a Scottish Limited Partnership which is the general partner of Amadeus EII LP), Amadeus HI General Partner LP (a Scottish Limited Partnership which is the general partner of Amadeus HI LP), Amadeus IV Digital Prosperity GP LP (a Scottish Limited Partnership which is the general partner of Amadeus IV Digital Prosperity LP), Amadeus TI GP LP (a Scottish Limited Partnership which is the general partner of Amadeus TI LP), Amadeus IV ES GP LP (a Scottish Limited Partnership which is the general partner of Amadeus IV Early Stage Fund A LP & Amadeus IV Early Stage Fund B LP), Amadeus RSEF General Partner LP (a Scottish Limited Partnership which is the general partner of Amadeus RSEF LP), Amadeus IV Velocity GP LP (a Scottish Limited Partnership which is the general partner of Amadeus IV Velocity LP), Amadeus EIII General Partner LP (a Scottish Limited Partnership which is the general partner of Amadeus EIII LP), Amadeus GI GP LP (a Scottish Limited Partnership which is the general partner of Amadeus GI LP), Amadeus V Technology GP LP (a Scottish Limited Partnership which is the general partner of Amadeus V Technology Fund LP), Amadeus EIV GP LP (a Scottish Limited Partnership which is the general partner of Amadeus EIV-S LP), Amadeus HII GP LP (a Scottish Limited Partnership which is the general partner of Amadeus HII-S LP), Amadeus NI GP LP (a Scottish Limited Partnership which is the general partner of Amadeus NI-S LP) and Amadeus BI GP LP (a Scottish Limited Partnership which is the general partner of Amadeus BI LP) and Amadeus VI Technology GP LP (a Scottish Limited Partnership which is the general partner of Amadeus VI Technology LP).
H M Hauser, director of the Company, holds an interest in Amadeus II General Partner LP, Amadeus III General Partner LP, Amadeus and Angels Seed General Partner LP, Amadeus EII General Partner LP, Amadeus HI General Partner LP, Amadeus IV Digital Prosperity GP LP, Amadeus TI GP LP, Amadeus IV ES General Partner LP, Amadeus RSEF General Partner LP, Amadeus IV Velocity GP LP, Amadeus EIII General Partner LP, Amadeus GI GP LP, Amadeus V Technology GP LP, Amadeus EIV GP LP, Amadeus HII GP LP, Amadeus NI GP LP, Amadeus BI GP LP and Amadeus VI Technology GP LP through the Providence Investment Company Limited as a founder partner.
A M Glover, director of the Company, holds an interest in Amadeus II General Partner LP, Amadeus III General Partner LP, Amadeus and Angels Seed General Partner LP, Amadeus EII General Partner LP, Amadeus HI General Partner LP, Amadeus IV Digital Prosperity GP LP, Amadeus TI GP LP, Amadeus IV ES General Partner LP, Amadeus RSEF General Partner LP, Amadeus IV Velocity GP LP, Amadeus EIII General Partner LP, Amadeus GI GP LP, Amadeus V Technology GP LP, Amadeus EIV GP LP, Amadeus HII GP LP, Amadeus NI GP LP, Amadeus BI GP LP and Amadeus VI Technology GP LP through Calderstone LLC as a founder partner.
**Related party transactions**
Balances owed to and from other group and associated entities are disclosed in notes 5 and 6.
No director's remuneration was incurred during the year £Nil (2024: £Nil). Directors' remuneration is paid by Amadeus Capital Partners Limited and no allocation is made to this Company as remuneration is not for qualifying services to this entity.
Amounts owed by Group and associated undertakings
| 2025 | 2024 | ||
| £ | £ | ||
| Amadeus Partners Limited | 10,999 | 10,999 | |
| Amadeus IV Early Stage Fund General Partner LP | 936,986 | 917,531 | |
| Amadeus RSEF General Partner LP | 50,000 | 64,053 | |
| Amadeus GI General Partner LP | 0 | 9,377 | |
| Amadeus V Technology General Partner LP | 2,733,160 | 4,520,147 | |
| Amadeus EIV General Partner LP | 269,162 | 127,052 | |
| Amadeus HII General Partner LP | 4,965 | 5,165 | |
| Amadeus NI General Partner LP | 7,824 | 8,119 | |
| Amadeus BI General Partner LP | 42,904 | 10,820 | |
| Amadeus Capital Partners Limited | 4,532,344 | 4,532,344 | |
| Amadeus Capital Limited | 977 | 977 | |
| Amadeus III General Partner LP | 6,885 | 11,890 | |
| Amadeus and Angels Seed Fund General Partner LP | 28,836 | 28,836 | |
| Amadeus HI General Partner LP | 985 | 1,619 | |
| Amadeus IV Digital Prosperity General Partner LP | 354,019 | 89,050 | |
| Amadeus TI General Partner LP | 268,430 | 150,725 | |
| Amadeus VI Technology Fund General Partner LP | 771,266 | 352,704 | |
| 10,019,742 | 10,841,408 |
The immediate parent company of the Company is Amadeus Capital Partners Limited (registered office Suite 1, 2nd Floor, 2 Quayside, Cambridge, CBS 8AB.
The largest and smallest group in which the results of the Company are consolidated is that headed by the ultimate parent company is Amadeus Partners Limited, a company incorporated in England and Wales. The address of their registered office and where copies of the consolidated financial statements may be obtained from is Suite 1, 2nd Floor, 2 Quayside, Cambridge, CB5 8AB.
A M Glover and H M Hauser, directors of Amadeus Partners Limited, consider the Group headed by Amadeus Partners Limited to have no ultimate controlling party.